In an increasingly complex sanctions landscape, the recent decision in Tonzip Maritime Ltd v. 2Rivers Pte Ltd [2025] EWHC 2036 (Comm) serves as a useful reminder of the need for clear, evidence-based decision making and a balanced assessment of risk when navigating contractual obligations under sanctions clauses.
Background
The dispute arose from a charterparty agreement for a voyage from Russia to the Mediterranean. The charterparty contained a sanctions clause which provided that:
“The owners shall not be obliged to comply with any orders for the employment of the vessel…which in the reasonable judgement of the owners, is prohibited by sanctions or will expose the owners, the vessel or its managers, crew, the vessel's insurers or reinsurers to sanctions”
It went on to say that, should such risk arise “…the owners shall be entitled to refuse further performance and the charterers shall be obliged to provide alternative voyage orders”.
When the vessel arrived at port, Tonzip, the shipowner, refused to load the cargo after it ran a screening check through the Refinitiv’s World-Check screening tool which flagged the shipper, Neftisa, a Russian company, as a sanctions risk. Neftisa had previously been linked to Mikhail Gutseriev, a designated individual under UK and EU sanctions. Based on this screening result, Tonzip declined to proceed with loading the cargo onto the vessel.
2Rivers, the charterer, challenged Tonzip’s refusal arguing that Gutseriev no longer had control over Neftisa. They supported this with legal opinions, media reports and company records. Tonzip rejected the evidence, so 2Rivers sent an email purporting to cancel the charterparty. Tonzip treated this as a repudiatory breach and terminated the contract.
The Court’s decision
The court ruled in favour of 2Rivers, concluding that Tonzip’s reliance solely on sanctions screening tools was insufficient to justify termination of the charterparty. In interpreting the sanctions clause, the court emphasised that the “reasonable judgement” standard required a broader, objective assessment of all available evidence.
Importantly, Tonzip had access to a conflicting report from another screening tool indicating that Gutseriev had stepped down from the company linked to Neftisa. The court found that Tonzip failed to take this and other relevant information, including evidence provided by 2Rivers, into account, and therefore Tonzip’s decision was objectively unreasonable. As a result, Tonzip was ordered to pay damages of $233,600 plus interest.
It should be noted that this matter is currently on appeal following a finding in following a decision by the European Court of Justice in 2023 which held that Gutseriev remained in control of Neftisa.
Separately, 2Rivers themselves were sanctioned in the UK on 17 December 2024 and designated by the EU on 18 June 2025.
Key takeaway
Particularly at time such as this, with ever increasing risks associated with sanctions compliance, it can sometimes be tempting for parties to take a broad-brush approach to managing sanctions exposure. However, this case serves as a useful reminder that parties need to carefully consider their contractual obligations when assessing best the course of action in the face of potential sanctions.
Gustaf Duhs
Saad Butt